Common use of Replacement of Manager Clause in Contracts

Replacement of Manager. Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Lender shall have the right to require Borrower to cause Owner to replace any Manager with a Person chosen by Owner and approved by Lender (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement) upon the occurrence of any one or more of the following events: (i) at any time after the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment of a receiver or exercised other similar remedies with respect to an Event of Default, (ii) if such Manager shall be in material default under the Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner or its business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Owner’s interest therein, and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cure, (iii) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if such proceeding is involuntary, the same shall not have been dismissed within ninety (90) days of filing), or (iv) if at any time such Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds (unless such gross negligence, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Lender shall have the right to replace the applicable Manager with any Scheduled Manager if (A) Borrower is not diligently working (or causing Owner to diligently work) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower fails to commence and continue thereafter (or cause Owner to commence and continue thereafter) diligently working to replace the applicable Manager within ten (10) Business Days after written notice from Lender, or (B) Borrower fails to actually replace (or cause Owner to actually replace) the Manager with a Manager approved by Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower to replace the Manager; provided that if Borrower is unable to replace the Manager within such one hundred twenty (120) days and Borrower continues to diligently work to do so, then Borrower shall have up to an additional sixty (60) days to replace the Manager.

Replacement of Manager. Subject Senior Lender and each Junior Lender hereby consents to each Junior Lenders' right, under the circumstances set forth in the applicable Junior Loan Documents, to cause the termination of any manager of the Premises, and the exercise of such right (and any manager replacement right exercised pursuant to the prior written consent terms of this Section 13 below) shall not (in and of itself) permit the Mortgage Senior Lender and the other Mezzanine Lenders, Junior Lenders to declare an Event of Default as defined in the Senior Loan Documents or the applicable Junior Loan Documents or take any Enforcement Action or Equity Collateral Enforcement Action. In the event Senior Lender and one or more Junior Lenders shall have the right to require Borrower to cause Owner to replace so terminate any Manager with a Person chosen by Owner and approved by Lender (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement) upon the occurrence of any one or more of the following events: (i) at any time after the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment of a receiver or exercised other similar remedies with respect to an Event of Default, (ii) if such Manager shall be in material default under the Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner or its business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Owner’s interest thereinPremises, and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cure, (iii) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if such proceeding is involuntary, the same shall not have been dismissed within ninety (90) days of filing), or (iv) if at any time such Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds (unless such gross negligence, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Senior Lender shall have the right fail to replace the applicable Manager with any Scheduled Manager if (A) Borrower is not diligently working (or causing Owner to diligently work) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower fails to commence and continue thereafter (or cause Owner to commence and continue thereafter) diligently working to replace the applicable Manager exercise such rights within ten (10) Business Days after written notice from days, the most junior Junior Lender may exercise such rights without the consent of the Senior Lender; provided such exercise by the most Junior Lender may be superseded by any subsequent exercise of such rights by Senior Lender in accordance to the Senior Loan Documents. If Senor Lender does not exercise its superior termination rights, the most junior Junior Lender, or (B) Borrower fails having terminated the property manager of the Premises pursuant to actually replace (the most junior Junior Loan Documents, shall have the right to select, or cause Owner the selection, of a replacement property manager, asset manager or leasing agent, as applicable, for the Premises, which replacement manager, asset manager and/or leasing agent for the Premises, shall be subject to actually replace) Senior Lender's reasonable approval and the Manager with applicable terms and provisions of the Senior Loan Documents, and, if any Certificates are then outstanding, be subject to a Manager approved by Rating Agency Confirmation, and shall be a Qualified Manager. Notwithstanding anything in this Section 13 to the contrary, if an Event of Default under the Senior Loan then is continuing, Senior Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower to replace the Manager; provided that if Borrower is unable to replace the Manager within such one hundred twenty (120) days and Borrower continues to diligently work to do so, then Borrower shall have up the sole right to select any replacement manager, asset manager and/or leasing agent, as applicable, which is a Qualified Manager and, if any Certificates are then outstanding, is subject to a Rating Agency Confirmation, whether or not a new manager or agent was retained by the most junior Junior Lender; provided, Senior Lender agrees to consult with the Junior Lenders prior to making any such election; and provided, further, that without the consent of each of the Junior Lenders which is not an additional sixty (60) days to replace Affiliate of the ManagerSenior Borrower, the Senior Lender shall not engage a replacement manager that is an Affiliate of the Senior Borrower.

Replacement of Manager. Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Lender shall have the right to require Borrower to cause Owner Mortgage Borrower to replace any the Manager with a Person chosen by Owner and approved by Lender (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement) Qualifying Manager upon the occurrence of any one or more of the following events: (ia) at any time after following the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment occurrence of a receiver or exercised other similar remedies with respect to an Event of Default, Default and/or (iib) if such Manager shall be in material default under the Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner beyond any applicable notice and cure period or its business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Owner’s interest therein, and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cure, (iii) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if such proceeding is involuntary, the same shall not have been dismissed within ninety (90) days of filing), or (iv) if at any time such the Manager has engaged in gross negligence, fraud, fraud or willful misconduct and/or (c) if a receiver, liquidator or misappropriation of funds (unless such gross negligencetrustee shall be appointed for any Manager or any Manager shall be adjudicated a bankrupt or insolvent, fraudor if any petition for bankruptcy, willful misconduct reorganization or misappropriation of funds is arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Manager, or if any proceeding for the act dissolution or liquidation of any employee Manager shall be instituted. The rights of such Manager other than a senior officer or other individual controlling such Lender (x) to approve any change in the Management Agreement, (y) to cause the termination of the existing Manager and within thirty (30z) days to cause the designation of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower for a replacement manager shall be subject to any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent rights of the Mortgage Lender under the Mortgage Loan Documents to take such actions, and other Mezzanine Lendersthe satisfaction of any conditions set forth in the Mortgage Loan Documents relating to the appointment of a replacement manager. Borrower shall provide to Lender any request for action relating to a Manager, including for any change in the Management Agreement, any termination of the existing Manager or approval of a replacement manager, within five (5) Business Days of Borrower’s receipt thereof pursuant to the provisions of the Mortgage Borrower Company Agreement. In the event Lender and Mortgage Lender shall have such rights relating to a Manager under the right Loan Documents and Mortgage Loan Documents, respectively, Lender may exercise such rights, but only to replace the applicable Manager with any Scheduled Manager if (A) Borrower is extent the Mortgage Lender shall not diligently working have previously exercised (or causing Owner be deemed to diligently workhave exercised) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower fails to commence and continue thereafter (or cause Owner to commence and continue thereafter) diligently working to replace the applicable Manager within ten (10) Business Days after written notice from Lender, or (B) Borrower fails to actually replace (or cause Owner to actually replace) the Manager with a Manager approved by Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower to replace the Manager; provided that if Borrower is unable to replace the Manager within such one hundred twenty (120) days and Borrower continues to diligently work to do so, then Borrower shall have up to an additional sixty (60) days to replace the Managerrights.

Replacement of Manager. Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Lender shall have the right to require Borrower Borrowers to cause Owner Operating Lessee to replace any the Manager of one or more or all of the Properties with a Person chosen by Owner Borrowers and/or Operating Lessee and approved by Lender (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement) upon the occurrence of any one or more of the following eventsevents so long as the applicable Borrower or Operating Lessee has the contractual right to do so under the related Management Agreement or the applicable Manager has consented or agreed to the terms of this Section 7.3 in the related Assignment of Management Agreement: (ia) at any time after following the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment occurrence of a receiver or exercised other similar remedies with respect to an Event of Default, (iib) if at any time the Debt Service Coverage Ratio falls below 1.05 to 1.0 (the “Manager Termination Ratio”) for any three (3) consecutive calendar quarters, calculated on a trailing twelve (12) month basis, as determined by Lender in its sole discretion, (c) if such Manager shall be in material default under the any material term or covenant set forth in its Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner or its business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Owner’s interest therein, beyond any applicable notice and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cureperiod, (iiid) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if and, in the case of an involuntary bankruptcy or insolvency proceeding, such bankruptcy or insolvency proceeding is involuntary, the same shall not have been dismissed within ninety forty-five (9045) days of filing)after the filing thereof, or (ive) if at any time such Manager has engaged in gross negligence, fraudfraud or willful misconduct; provided that if Lender requests that Borrowers cause Operating Lessee to replace the Manager of one or more or all of the Properties as a result of the occurrence of the Manager Termination Ratio under the preceding clause (b), willful misconduct then Borrowers may engage an independent third party consultant, at their sole cost and expense, to review the performance of the Manager or misappropriation of funds (unless such gross negligenceManagers to be replaced and Borrowers shall only be required to so replace said existing Manager or Managers if, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Lender shall have the right to replace the applicable Manager with any Scheduled Manager if (A) Borrower is not diligently working (or causing Owner to diligently work) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower fails to commence and continue thereafter (or cause Owner to commence and continue thereafter) diligently working to replace the applicable Manager within ten (10) Business Days after written notice from Lender, or (B) Borrower fails to actually replace (or cause Owner to actually replace) the Manager with a Manager approved by Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower to replace the Manager; provided request, said independent third party consultant also concludes that if Borrower is unable to replace the said existing Manager within such one hundred twenty (120) days and Borrower continues to diligently work to do so, then Borrower shall have up to an additional sixty (60) days to replace the Manageror Managers should be replaced.

Replacement of Manager. Subject (a) Senior Lender consents to the prior written consent Junior Lenders’ rights pursuant to the Junior Loan Documents, and each Junior Lender consents to Senior Lender’s right pursuant to the Senior Loan Documents and the other Junior Lenders’ right pursuant to the applicable Junior Loan Documents, to cause the termination of the Mortgage Property Manager, and the exercise of (or election not to exercise) such right (and any manager replacement right exercised or elected not to be exercised pursuant to the terms of this Section 13 below) shall not (in and of itself) permit Senior Lender or the Junior Lenders to declare an Event of Default under the Senior Loan Documents or Junior Loan Documents or take any Enforcement Action or Equity Collateral Enforcement Action. In the event Senior Lender and other Mezzanine Lendersone or more Junior Lenders shall have the right to so terminate the Property Manager, and Senior Lender shall fail to exercise (or shall elect not to exercise) such rights, the Junior Lenders may exercise such rights, provided such exercise may be superseded by any subsequent exercise of such rights by Senior Lender pursuant to the Senior Loan Documents (and, in the case of any exercise of such rights by the Subordinate ▇▇▇▇▇▇ ▇▇▇▇▇▇, by any subsequent exercise of such rights by the Senior Junior Lender). Upon the occurrence of any event which would entitle a Junior Lender to cause the termination of the Property Manager pursuant to the Junior Loan Documents, such Junior Lender shall have the right to require Borrower select, or cause the selection, of a replacement property manager, asset manager or leasing agent for the Premises, which replacement manager, asset manager and/or leasing agent for the Premises shall either (a) if such replacement shall not be a Qualified Manager, be subject to cause Owner Senior Lender’s (and, in the case of a selection by Subordinate Junior Lender, the Senior Junior Lender’s) reasonable approval and, if any Certificates are then outstanding and rated by any Rating Agency, be subject to replace any Manager with a Person chosen by Owner and approved by Lender (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as or (b) be a Qualified Manager. (b) Notwithstanding anything in this Section 13 to such new manager and management agreementthe contrary, (x) upon if an Event of Default under the occurrence Senior Loan then exists or any other event shall have occurred (in each case which is not in the process of any one or more of the following events: (i) at any time after the Loan has been accelerated being cured by a Junior Lender in accordance with Section 8.2.1, the Maturity Date has occurred, or this Agreement) pursuant to which Senior Lender has commenced a foreclosure actionthe right to select any replacement manger, applied for the appointment of a receiver or exercised other similar remedies with respect to an Event of Default, (ii) if such Manager shall be in material default under the Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner or its business, net cash flow, operations or financial condition or on the Properties then under management asset manager and/or leasing agent pursuant to the Senior Loan Documents (or, at Senior ▇▇▇▇▇▇’s option, to elect not to exercise such Management Agreement or right and to retain the use, value, operation or net cash flow thereof or Owner’s interest therein, and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cure, (iii) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if such proceeding is involuntary, the same shall not have been dismissed within ninety (90) days of filingthen-current Property Manager), or (iv) if at any time such Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds (unless such gross negligence, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Senior Lender shall have the sole right to replace elect (i) not to exercise such right and to retain the applicable then-current Property Manager (and in such case shall notify each Junior Lender of such election) or (ii) to select any replacement manager, asset manager and/or leasing agent which is a Qualified Manager, whether or not a new manager, asset manager or leasing agent was retained by a Junior Lender, provided that Senior ▇▇▇▇▇▇ agrees to consult on a non-binding basis with the Junior Lenders before making any Scheduled Manager such election. (c) Notwithstanding anything in this Section 13 to the contrary but subject to Senior Lender’s rights and the other terms and conditions of Section 13(a) and Section 13(b) above, if an Event of Default under the Senior Junior Loan then exists or any other event shall have occurred (A) Borrower in each case which is not diligently working in the process of being cured by Subordinate Junior Lender as permitted hereby) pursuant to which the Senior Junior Lender has the right to select any replacement manager, asset manager and/or leasing agent pursuant to the Senior Junior Loan Documents (or causing Owner or, at Senior Junior Lender’s option, to diligently workelect not to exercise such right and to retain the then-current Property Manager), Senior Junior Lender shall have the sole right vis-à-vis Subordinate Junior Lender (but subject to the rights of the Senior Lender under this Section 13) to replace elect (i) not to exercise such right and to retain the then-current Property Manager (and keeping in such case shall notify Senior Lender reasonably apprised and the Subordinate Junior Lender of its efforts in connection therewith, and Borrower fails to commence and continue thereafter (or cause Owner to commence and continue thereaftersuch election) diligently working to replace the applicable Manager within ten (10) Business Days after written notice from Lender, or (Bii) Borrower fails to actually replace (select any replacement manager, asset manager and/or leasing agent which is a Qualified Manager, whether or cause Owner to actually replace) the Manager with not a Manager approved new manager, asset manager or leasing agent was retained by Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower to replace the Manager; Subordinate ▇▇▇▇▇▇ ▇▇▇▇▇▇, provided that if Borrower is unable Senior ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to replace consult on a non-binding basis with the Subordinate Junior Lender before making any such election. (d) Notwithstanding anything contained in this Section 13 to the contrary, (i) Senior Lender shall not exercise its right to cause the termination of the Property Manager within such one hundred twenty (120) days and Borrower continues to diligently work to do so, then Borrower under the Senior Loan Documents unless a Continuing Event of Default shall have up occurred and be continuing with respect to an additional sixty the Senior Loan and (60ii) days Senior Junior Lender shall not exercise its right to replace cause the Managertermination of the Property Manager under the Senior Junior Loan Documents unless a Continuing Event of Default shall have occurred and be continuing with respect to the Senior Junior Loan.

Replacement of Manager. Subject In each case to the prior written consent extent permitted under the applicable Assignment of the Mortgage Lender and other Mezzanine LendersManagement Agreement, Lender shall have the right to require Borrower or Leasehold Pledgor to cause Owner and Operating Lessee to replace any Manager with a Person chosen by Owner and or Operating Lessee and, unless such replacement is a Qualified Manager, approved by Lender (provided, that such approval of a Manager that is not a Qualified Manager may be conditioned upon Borrower or Leasehold Pledgor delivering a Rating Agency Confirmation as to such new manager and management agreement) upon the occurrence of any one or more of the following events: (i) at any time after the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment of a receiver or exercised other similar remedies with respect to an Event of Default, (ii) if such Manager shall be in material default under the Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner Owner, Operating Lessee or its their respective business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Owner’s or Operating Lessee’s interest therein or Lender’s security therein, and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cure, (iii) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if such proceeding is involuntary, the same shall not have been dismissed within ninety (90) days of filing), or (iv) if at any time such Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds (unless such gross negligence, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower or Leasehold Pledgor, as applicable, for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent of the Mortgage Lender and other Mezzanine LendersLender, Lender shall have the right to replace the applicable Manager with any Scheduled Qualified Manager if (A) neither Borrower nor Leasehold Pledgor is not diligently working (or causing Owner or Operating Lessee to diligently work) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower or Leasehold Pledgor fails to commence and continue thereafter (or cause Owner or Operating Lessee to commence and continue thereafter) diligently working to replace the applicable Manager within ten (10) Business Days after written notice from Lender, or (B) Borrower or Leasehold Pledgor fails to actually replace (or cause Owner or Operating Lessee to actually replace) the Manager with a Manager approved by Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower or Leasehold Pledgor to replace the Manager; provided that if Borrower or Leasehold Pledgor is unable to replace the Manager within such one hundred twenty (120) days and Borrower or Leasehold Pledgor continues to diligently work to do so, then Borrower and Leasehold Pledgor shall have up to an additional sixty (60) days to replace the Manager.

Replacement of Manager. Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Lender shall have the right to require Borrower Borrowers to cause Owner Operating Lessee to replace any the Manager of one or more or all of the Properties with a Person chosen by Owner Borrowers and/or Operating Lessee and approved by Lender (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement) upon the occurrence of any one or more of the following eventsevents so long as the applicable Borrower or Operating Lessee has the contractual right to do so under the related Management Agreement or the applicable Manager has consented or agreed to the terms of this Section 7.3 in the related Assignment of Management Agreement: (ia) at any time after following the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment occurrence of a receiver or exercised other similar remedies with respect to an Event of Default, (iib) if at any time the Debt Service Coverage Ratio falls below 1.05 to 1.0 (the “Manager Termination Ratio”) for any three (3) consecutive calendar quarters, calculated on a Pool 2 trailing twelve (12) month basis, as determined by Lender in its sole discretion, (c) if such Manager shall be in material default under the any material term or covenant set forth in its Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner or its business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Owner’s interest therein, beyond any applicable notice and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cureperiod, (iiid) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if and, in the case of an involuntary bankruptcy or insolvency proceeding, such bankruptcy or insolvency proceeding is involuntary, the same shall not have been dismissed within ninety forty-five (9045) days of filing)after the filing thereof, or (ive) if at any time such Manager has engaged in gross negligence, fraudfraud or willful misconduct; provided that if Lender requests that Borrowers cause Operating Lessee to replace the Manager of one or more or all of the Properties as a result of the occurrence of the Manager Termination Ratio under the preceding clause (b), willful misconduct then Borrowers may engage an independent third party consultant, at their sole cost and expense, to review the performance of the Manager or misappropriation of funds (unless such gross negligenceManagers to be replaced and Borrowers shall only be required to so replace said existing Manager or Managers if, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Lender shall have the right to replace the applicable Manager with any Scheduled Manager if (A) Borrower is not diligently working (or causing Owner to diligently work) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower fails to commence and continue thereafter (or cause Owner to commence and continue thereafter) diligently working to replace the applicable Manager within ten (10) Business Days after written notice from Lender, or (B) Borrower fails to actually replace (or cause Owner to actually replace) the Manager with a Manager approved by Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower to replace the Manager; provided request, said independent third party consultant also concludes that if Borrower is unable to replace the said existing Manager within such one hundred twenty (120) days and Borrower continues to diligently work to do so, then Borrower shall have up to an additional sixty (60) days to replace the Manageror Managers should be replaced.

Replacement of Manager. Subject Senior Lender and each Junior Lender hereby consents to each Junior Lenders’ right, under the circumstances set forth in the applicable Junior Loan Documents, to cause the termination of any manager of the Premises, and the exercise of such right (and any manager replacement right exercised pursuant to the prior written consent terms of this Section 13 below) shall not (in and of itself) permit the Mortgage Senior Lender and the other Mezzanine Lenders, Junior Lenders to declare an Event of Default as defined in the Senior Loan Documents or the applicable Junior Loan Documents or take any Enforcement Action or Equity Collateral Enforcement Action. In the event Senior Lender and one or more Junior Lenders shall have the right to require Borrower to cause Owner to replace so terminate any Manager with a Person chosen by Owner and approved by Lender (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement) upon the occurrence of any one or more of the following events: (i) at any time after the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment of a receiver or exercised other similar remedies with respect to an Event of Default, (ii) if such Manager shall be in material default under the Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner or its business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Owner’s interest thereinPremises, and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cure, (iii) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if such proceeding is involuntary, the same shall not have been dismissed within ninety (90) days of filing), or (iv) if at any time such Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds (unless such gross negligence, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject to the prior written consent of the Mortgage Lender and other Mezzanine Lenders, Senior Lender shall have the right fail to replace the applicable Manager with any Scheduled Manager if (A) Borrower is not diligently working (or causing Owner to diligently work) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower fails to commence and continue thereafter (or cause Owner to commence and continue thereafter) diligently working to replace the applicable Manager exercise such rights within ten (10) Business Days after written notice from days, the most junior Junior Lender may exercise such rights without the consent of the Senior Lender; provided such exercise by the most Junior Lender may be superseded by any subsequent exercise of such rights by Senior Lender in accordance to the Senior Loan Documents. If Senor Lender does not exercise its superior termination rights, the most junior Junior Lender, or (B) Borrower fails having terminated the property manager of the Premises pursuant to actually replace (the most junior Junior Loan Documents, shall have the right to select, or cause Owner the selection, of a replacement property manager, asset manager or leasing agent, as applicable, for the Premises, which replacement manager, asset manager and/or leasing agent for the Premises, shall be subject to actually replace) the Manager with a Manager approved by Lender within one hundred twenty (120) days after Senior Lender’s initial notice reasonable approval and the applicable terms and provisions of the Senior Loan Documents, and, if any Certificates are then outstanding, be subject to Borrower a Rating Agency Confirmation, and shall be a Qualified Manager. Notwithstanding anything in this Section 13 to replace the Manager; provided that contrary, if Borrower an Event of Default under the Senior Loan then is unable to replace the Manager within such one hundred twenty (120) days and Borrower continues to diligently work to do socontinuing, then Borrower Senior Lender shall have up the sole right to select any replacement manager, asset manager and/or leasing agent, as applicable, which is a Qualified Manager and, if any Certificates are then outstanding, is subject to a Rating Agency Confirmation, whether or not a new manager or agent was retained by the most junior Junior Lender; provided, Senior Lender agrees to consult with the Junior Lenders prior to making any such election; and provided, further, that without the consent of each of the Junior Lenders which is not an additional sixty (60) days to replace Affiliate of the ManagerSenior Borrower, the Senior Lender shall not engage a replacement manager that is an Affiliate of the Senior Borrower.

Replacement of Manager. Subject In each case to the prior written consent extent permitted under the applicable Assignment of the Mortgage Lender and other Mezzanine LendersManagement Agreement, Lender shall have the right to require Borrower or Leasehold Pledgor to cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner and Operating Lessee to replace any Manager with a Person chosen by Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner and or Operating Lessee and, unless such replacement is a Qualified Manager, approved by Lender (provided, that such approval of a Manager that is not a Qualified Manager may be conditioned upon Borrower or Leasehold Pledgor delivering a Rating Agency Confirmation as to such new manager and management agreement) upon the occurrence of any one or more of the following events: (i) at any time after the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure action, applied for the appointment of a receiver or exercised other similar remedies with respect to an Event of Default, (ii) if such Manager shall be in material default under the Management Agreement that causes a material adverse effect (in Lender’s reasonable determination) on Owner Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner, Operating Lessee or its their respective business, net cash flow, operations or financial condition or on the Properties then under management pursuant to such Management Agreement or the use, value, operation or net cash flow thereof or Mezzanine A Borrower’s, Mezzanine A Leasehold Pledgor’s, Owner’s or Operating Lessee’s interest therein or Lender’s security therein, and such default is not cured within thirty (30) days after notice thereof from Lender to Borrower; provided if such default cannot reasonably be cured within such thirty (30) day period Borrower shall have an additional sixty (60) days in which to cure such default so long as it is diligently pursuing a cure, (iii) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (provided that if such proceeding is involuntary, the same shall not have been dismissed within ninety (90) days of filing), or (iv) if at any time such Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds (unless such gross negligence, fraud, willful misconduct or misappropriation of funds is the act of any employee of such Manager other than a senior officer or other individual controlling such Manager and within thirty (30) days of such Manager’s discovery thereof, such employee has been terminated by that Manager and that Manager has fully compensated Borrower or Leasehold Pledgor, as applicable, for any losses suffered as a result of such gross negligence, fraud, willful misconduct or misappropriation of funds). Subject If any of the events listed in subparagraphs (i)-(iv) above has occurred, subject to the prior written consent of the Mortgage Lender and other Mezzanine LendersA Lender, Lender shall have the right to replace the applicable Manager with any Scheduled Qualified Manager if (A) neither Borrower nor Leasehold Pledgor is not diligently working (or causing Owner or Operating Lessee to diligently work) to replace the Manager and keeping Lender reasonably apprised of its efforts in connection therewith, and Borrower or Leasehold Pledgor fails to commence and continue thereafter (or cause Owner or Operating Lessee to commence and continue thereafter) diligently working to replace the applicable Manager within ten (10) Business Days after written notice from Lender, or (B) Borrower or Leasehold Pledgor fails to actually replace (or cause Owner or Operating Lessee to actually replace) the Manager with a Manager approved by Lender within one hundred twenty (120) days after Lender’s initial notice to Borrower or Leasehold Pledgor to replace the Manager; provided that if Borrower or Leasehold Pledgor is unable to replace the Manager within such one hundred twenty (120) days and Borrower or Leasehold Pledgor continues to diligently work to do so, then Borrower and Leasehold Pledgor shall have up to an additional sixty (60) days to replace the Manager.